摩根大通美股招股说明书(2026-01-07版)

JPMorgan Chase Financial Company LLC Auto Callable Contingent Interest Notes Linked to the CommonStock of Constellation Energy Corporation due January 4, 2029 Fully and Unconditionally Guaranteed by JPMorgan Chase&Co. The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which theclosing price of one share of the Reference Stock is greater than or equal to 65.00% of the Initial Value, which we refer to asthe Interest Barrier. The notes will be automatically called if the closing price of one share of the Reference Stock on any Review Date (other thanthe final Review Date) is greater than or equal to the Initial Value. The earliest date on which an automatic call may be initiated is March 31, 2026. Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that noContingent Interest Payment may be made with respect to some or all Review Dates. Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receiveContingent Interest Payments. The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase&Co.Any paymenton the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of Minimum denominations of $1,000 and integral multiples thereofThe notes are expected to price on or about January 15, 2026 and are expected to settle on or about January 21, 2026.CUSIP: 48136M5J2 Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectussupplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11 of the accompanyingproduct supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thenotes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectussupplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from usto other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $20.00 per $1,000 principal amount note. See “Plan of Distribution(Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $962.70 per $1,000 principal amount note. Theestimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and will not be less The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and arenot obligations of, or guaranteed by, a bank. Pricing supplement to product supplement no. 4-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023, and theprospectus addendum dated June 3, 2024 Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct, whollyowned finance subsidiary of JPMorgan Chase&Co. Automatic Call: If the closing price of one share of the Reference Stock on anyReview Date (other than the final Review Date) is greater than oequal to the Initial Value, the notes will be automatically called foa cash payment, for each $1,000 principal amount note, equal to(a) $1,000plus(b) the Contingent Interest Payment applicable to Guarantor:JPMorgan Chase&Co. Reference Stock:The common stock of Constellation EnergyCorporation, no par value (Bloomberg ticker: CEG). We refer to Contingent Interest Payments:If the notes have not beenautomatically called and the closing price of one share of theReference Stock on any Review Date is greater than or equal to theInterest Barrier, you will receive on the applicable Interest PaymentDate for each $1,000 principal amount note a Contingent Interest Payment at Maturity: If the notes have not been automatically called and the FinalValue is greater than or equal to the Trigger Value, you willreceive a cash payment at maturity, for each $1,000 principal If the notes have not been automatically called and the FinalValue is less than the Trigger Value, your payment at maturity pe If the closing price of one share of the Reference Stock on anyReview Date is less than the Interest Barrier, no Contingent Interest Contingent Interest Rate:At least 17.00% per annum, payable